Omni Leviathan Defense Force
by Humatrix-X-24
Summary: After losing his family, friends and even his home world, Ben Tennyson, hero of the universe gets transported to another world after defeating his greatest enemy. he finds himself in a new world, and he finds himself fighting big machine like bug creatures. Along side him are Leviathan, Bahumut and Jörmungandr. They are female mages of this realm who also have the names of dragons.
1. Prologue

It has been a few months since Ben gained Omni, and so far the hybrid transformation has been proven useful. Because Omni has all of the powers of Ben's aliens wrapped up in one form he doesn't need to transform to use his other abilities. And because he has all of the transformations powers Ben has learned to combine their abilities to make them more powerful. 

An example would be using Feedback's energy absorbing powers plus Atomix's energy burst ability, by absorbing energy he can double up the atomic blast's power. And with the combined brain power of both Gray Matter and Brain Storm he can solve any problem he comes across. 

Having a one alien arsenal sure comes in handy, as Omni Ben has gained a full understanding of how Kevin felt when he first absorbed the omnitrix's power and went rouge. Other than the power he also knew how it felt to be a freak of nature, a hybrid of multiple species at once when he got stuck in that form for a week and every alien race thought he was an abomination. 

In addition Ben's update to the omnitrix has also given him a partial transformations ability which gives him the power to turn parts of his body into his alien's and grow extra body parts. He also has an ability function which obviously gives Ben the power to use his alien's abilities without transforming.

For about two weeks now, Ben was assigned by his grandfather Max Tennyson to go investigate recent attacks on nearby planets. 

As it turns out the attacks have came from malfunctioning Vilgax Drones that were left there a couple years back that reactivated. 

After finishing his investigation, Ben reported the defective robots and headed home, however to the former's demise his home, friends and family were long gone before he even got back to earth. 

"Man I can't believe it's been two whole weeks, and who knew busted Vilgax drones would be so hard to deal with that last one put a crick in my neck" Ben said. 

The last drone he faced was actually functioning properly and was adaptable, it took a combination of Ben's strongest heavy hitters and Gray Matter's smarts to take him down. 

Once he approached earth his eyes widened in horror, his planet was in ruins with a familiar looking space ship near the moon. As he landed he saw his hometown in flames, the plumber headquarters destroyed in front of his grandfather's cover up plumbing store, and worse, his family and friends laying on the ground dead. 

"No, no, no, no, no what happened here" Ben said teary eyed as he saw his parents laying on the ground not breathing and bleeding. He than turned to see Gwen and Kevin both not moving or breathing, Gwen laid against a bit of rubble while Kevin at her feet both holding hands. He turned to se his revonnahgander plumber partner Rook impaled through his mid section on a large stone spike, his proto-tool next to his severed arm. 

His glance then fell on his grandfather, who was hanged on a rope by his waist with multiple bruises all over his body, his eye opened and saw Ben. 

"Ben" the old man tried to say in a raspy voice, "Grandpa" Ben yelled helping his elderly relative off the rope by turning into Omni and threw a diamond shard at the rope at the same time using Gravattack's Gravity powers to lower him down. "Grandpa what happened here who did this too everyone" Ben demanded helping Max sit down, "Ben, he, they took us by surprise (cough) (cough)" Max wheezed weakly, "they said first they'll destroy everything you love, then they said they'all destroy you next". "Who do grandpa I'll make them pay" Ben said slamming his fist on some near by rubble, "It... Was... Malgax" those were Max's final words before he... Passed.

"Grandpa? Grandpa? NOOO...", almost an hour later Ben had given his family and friends a proper burial, and mourned over the loss of his beloved family. 

"Who ever your are Malgax" Ben said clenching his fist, " no matter what you are" he looked up from the graves of his family and friends, "I will find you..." Ben said sniffling. "And make you regret setting foot on my home world", "indeed we already regret being in this pitiful rock" two familiar voices said. 

Ben turned around to see a weird hybrid between Vilgax and Malware "YOU" Ben said sinisterly his teeth clenched and fist at the ready, "I swear to you two, I will make you pay for what you did, I WILL MAKE YOU PAY FOR CROSSING PATHS WITH" Ben then slammed down hard on his omnitrix's face plate "BEN TENNYSON" he said while transforming.

When the bright emerald flash of the Omnitrix dissipated, standing in Ben's place was a seven foot tall pale light green reptilian alien with a long lizard like tail and dark green hair wearing a sleeveless full body jumpsuit with multiple omnitrix symbols located throughout his body. 

He shot a completely terrifying glare towards Malgax, Clenched his fists, "OMNI" the alien yelled. 

**Name Omni**

 **Species Omnisapian**

 **Description Omni appears as a large humanoid lizard with pale light green skin. He also has dark green hair along with emerald green eyes. The uniform provided to him by the omnitrix is similar to four arms except less bulky. The torso of the outfit resembles Ben's shirt, the pants area resembles diamond head's but has a hole in the back to compensate for his long tail. On his face, shoulders, elbows, hands both palm and back, knees, feet, top only, and on the dorsal surface of his tail are numerous Omnirix symbols. The omnitrix itself located on his chest.**

 **Powers Omni is equipped with the powers of all the aliens of the Omnitrix. He can transform his features into those of the aliens and has the power to use their abilities. These capabilities that he has are what make him the most powerful being in the universe. Omni can also combine the powers of different aliens to create stronger powers along with making weapons out of alien DNA as inspired by Skuurd. He can even use the powers of a celestialsapian. Due to his unique powers Omni is far stronger compared to any other alien race.**

 **Other knowledge this unique transformation Ben has gained was the result of an accident with the omnitrix. When Azmuth called Ben op Galvan Prime to give him an update on the omnitrix a few way bads appeared. After promptly defeating them The omnitrix malfunctioned and all the DNA got erased except for one from an unknown life form. As it turned out a few of Ben's bad guys planned to finally destroy him by erasing the omnitrix. After a slight trauma Ben turned into his new alien which had all the powers of all his aliens. Though he missed all the transformations he originally had, he was glad their demise hadn't been in vain, they were used to create a new member of his arsenal. So to put it in a way, Omni is the only one of his kind.**

"So you have a new transformation, no matter Tennyson, we've seen all your Tricks over the years" the abomination said, "how should this one be any different?" He asked.

"This one is different because he is the only transformation I have left and the strongest" Omni stated his arms glowing green. "He's a combination of every one of my aliens having all their powers" as the glow on Ben's arms lessened his arms were revealed to be that of Armadrillo and Diamond Head. "The form which I will use to finally destroy you" Ben said as he charged towards Malgax.

As Ben ran towards Malgax, the mutant monster went for a back hand at Ben, but using Ghost Freak and Big Chill's powers Omni went intangible and passed by the incoming fist. 

He then turned back to solid and gave a Talpaedan punch to Malgax knocking him back then shot diamond shards at him pinning him down. 

Ben then used Humongosaur's powers to grow seventy feet tall "This is for my parents" Ben said slamming his oversized fist on the monster. "These are for Gwen and Kevin" Omni's arms then turned into Diamond head's and Heat Blast's, he then slammed each fist on Malgax one at a time. "This is for Rook" Ben said as he turned his leg into Kicken Hawk's slammed it down hard on Malgax, grabbed him with it and tossed him in the air. 

Omni then grew Astrodactyl's wings and jet pack and flew right above them gradually rising Malware Vilgax hybrid still seventy feet tall, "and this one is for grandpa Max". Ben turned his arms into Alien X's and slammed him down so hard he created a small crater in the earth.

"Must resort to back up plan" Malgax said as he reached for a small hand held laser. "And just to make sure you both stay down." Ben said as he grew Feedback's antennae. he stuck both into Malgax and sucked all the energy out of the hybrid.

"How is this possible? We destroyed everything you hold dear, why are you still fighting? You have nothing left to live for" Malgax asked. 

Ben grit his teeth and transformed his face into NRG's, his right arm into chromastone's, and his left arm into Atomix's, "That's why, you took away the only things I loved, now you both are going to pay with your lives". 

Ben charged up all of his energized limbs, pointed all three at the monster, "Tennyson you may be able to avenge your comrades with our death, but not before we cast you into oblivion" Malgax said as he pointed the hand held laser at Ben.

"Goodbye forever Ben Tennyson" Malgax then shot the laser at Ben but he dodged it and blasted the monster with his energy beams there by disintegrating him until there was literally nothing left. 

'It's finally over' Ben thought, 'two of my most greatest enemies are finally gone' he walked away from the crater towards the direction of the laser. "Now what?" Ben asked himself, just then a portal opened up and started pulling him in, "perfect I just had to ask?" he yelled. He tried to get away but the vortex was to strong and sucked him in, as of right now, Ben was being pulled out from his world and is being sent to another one

When he exited the portal he saw he was landing in the center of a lake. Then water suddenly hit him minimizing the fall.


	2. Chapter 1: Dragon Girls

After the water hit Ben he felt like he was picked up by something. He looked under him to see that it was the water itself, and on his head seemed to be some sort of tiny creature. The water had carried him to the shore, awaiting there was a girl wearing a dress with various shades of blue holding a trident like spear and she had a pair of some type of wings and a tail.

"Uh hi" he greeted, "hello" she said in a slightly sheepish voice. The little thing on his head made a small noise, Ben picked it up off his head and saw that it was a tiny person, tiny girl to be precise. "Well, not the strangest thing I've seen" he said when the dragon girl appeared next to him.

"But it's on the list, way bottom of it", "interesting" the girl said after he put the little person down. "Are" the dragon girl said as she poked the tiny Girl's stomach which had been inflated with water. "You" she poked again and with each poke water sprayed out of her mouth. "Dead?" She asked, the tiny humanoid groaned then opened her eyes slightly.

"I have an idea" Ben said growing some of Shocksquatch's metal studs on him then rubbed his hands together fast. "Shock and Awe eh" he said as he gave the little girl a tiny zap, she shot up very excited for some reason.

"YAY!!!!!" She squeaked flying around, "huh oh I've found you!!" The girl then hugged The blue dragon girl's nose, now without the wings and tail, then flew to Ben and jumped on his face.

"Hey hold it" he said pulling her off, "mind explaining what's going on?" He asked. She then blinked then freed herself from his grip "oh of course, hello my name is Syrup, and I'm a fairy" she said.

"Mine is Leviathan" the blue hair said, "weird one of my old transformations was named Leviathan, anyway my names Ben" the alien teen said. "Good to meet you both" Syrup said, then they heard annoyed grunts coming from the forest. "Sounds like someone's either in trouble or something else". Ben said as they rushed over.

A few feet into the greenery and Leviathan got hit in the head by something. "Ow" she groaned, "hey Leviathan, you okay?" Ben asked concerned. Then the same thing got him in the head "OW!!! Okay what is that!?" He yelled.

The culprit had been a mechanical bug like creature that bore a resemblance to a beetle. "There it is!!!" A voice said, "not getting away this time!" Another rang. Two girls had arrived, one was short and wore red and the other was tall tan and had blonde tomboyish hair and a bandage over her nose.

"Get Away You Meanie" Leviathan yelled swinging her trident spear around. She hit the bug and it got sent to the little girl in red, "Fire ball!" She yelled then a ball of fire formed in her hand and shot itself towards the bug.

This had sent it to the tan blonde, "here I come!!!" She hit it with her battle ax and it flew towards Ben. "This ones mine" he said turning his arm into Rath's "APPOLPLEXIAN OVER TOSS!!!!" He hit the big straight in the bag and stabbed it with his knuckle claw. The bug then turned into a pile of purple dust, "what the?" Ben said confused.

Until he realized that the bug dust was still on his knuckle claw "EW!!!!!!!" He said trying to wash it off with Water Hazard's hydro palms. "Oh we got it" the red girl said as both walked off, "oh man that is disgusting" Ben said trying to get the dust off.

Leviathan had been watching and was slightly bewildered, a few minutes ago he had electric powers. She observed from watching Ben give Syrup a small shock to wake her up. Then he had a beastly arm with a large knuckle claw which he used to kill the bug thing.

And now he was using water based abilities to wash the bug dust off his hand. "Um... excuse me, Ben?" She spoke up, he finally got his hand clean when she talked. He turned to her and replied "uh, yes Leviathan!" He said, "what kind of mage are you?" She asked.

"Mage?" Ben repeated, "you know I'm a water mage, I have water based abilities" Leviathan said. Ben remembered when he was falling out of the sky, she had controlled the water to catch him. "Oh yeah you made that lake water catch me when I was falling" he said, "have to say that's really impressive" he said.

Her face turned slightly pink "uh well thank you" she replied. Anyway how is it that you wield so many powers?" Leviathan asked. Ben looked around then asked to go somewhere more private.

She lead them through the forest, Ben decided to explain himself, he told her about the multiverse and how he got here and who he was. He then used the combined power of Brainstorm to gain telepathic powers to transfer his memories.

She believed him, then explained that he had landed on the planet of Aquafall. And mages of this world when using their powers to maximum capacity gain certain characteristic traits of mythical creatures. Commonly mages had the features of dragons, which would explain why Leviathan had the wings and tail of some sort of water dragon like creature when they first met.

"Wow, talk about crazy" Ben said, "yeah, though meeting a boy from another universe wasn't on my agenda I guess fate had other plans" Leviathan said. Ben chuckled "yeah I guess so" he said, "if I may interrupt" Syrup sad gaining he two's attention.

She then told them about a meteorite that had struck the planet not to long ago. And odd creatures had come out of it, such as that beetle like creature from earlier. The fairy then invited them to join the aquafall defense force, Leviathan declined but Ben said he'd think it over.

"It's nothing personal, it's just I just lost my family not to long ago and..." he paused for a short while. "I just need some time to think" he finished, "okay then" Syrup said floating next to them. "Just tell me when you made your final decision" she said. They then walked off the fairy was going to join them but she fainted.

Time skip

"You sure have a big appetite" Leviathan commented on Syrup as she was eating bread. For a small fairy she had a large appetite, she was eating bread four times her length.

"I hadn't had anything to eat or drink for three days" Syrup explained. Ben who had been sitting next to them outside Leviathan's house. "Why would you keep yourself for eating for three whole days?" He asked. Equally impressed by how much the fairy ate.

"I've been caught up in trying to find the right people for my team I just lost track of time" Syrup answered. She then landed in the box, "though I've got to admit the bread was fantastic, give me some more" she said. "What? Sorry that's all I have, are you still hungry?" Leviathan asked Syrup. "Oh nah, I'm fine, thank you for your hospitality" she said, then blushed when her stomach growled.

Ben chuckled a little, "looks like someone isn't true to their stomach" he said. She tried to hide her blush when they heard a familiar voice, they turned next door to see the tan blonde bob cut from earlier delivering something to Leviathan's neighbor.

"Hey ya home Mushuzu?" She asked, Ben blinked, mainly because of the sheer size of load she was carrying. 'What's in there bricks?' He asked himself, the neighbor now known as Mushuzu had walked out. "Oh Jörmungandr how's mister Travis?" She asked the delivery girl, now known as Jörmungundr.

"He's feeling old and tired so I'll be making his coal deliveries from now on" she said to Mushuzu. "Oh is that so? so can I have two bags of coal next time?" She asked. 'Those bags are full of coal, how can she carry into all?' Ben thought. 'Maybe since this world has magic she has super strength magic?'.

"Of coarse" Jörmungandr said, Syrup's stomach growled again, "why don't we head into town?" Leviathan said. They all nodded, Ben noticed that a few of Mushuzu's flowers looked a like they were withering so he walked over. "Hi there" he greeted, "oh hello" Mushuzu said, "hey your that boy from earlier" Jörmungandr said.

"Yeah, any way Mushuzu right?" Ben asked, she nodded " I noticed a few of your flowers look a little..." he said pointing to them. "Yeah, in afraid so" Mushuzu said, "mind if I help?" He asked, Ben then turned his arm into Swampfire's and blasted it with gas. This intern made the flowers grow bright and pretty again, "wow amazing" Mushuzu said.

Later on Ben, Leviathan and Syrup were walking along the town that she lived in. "Our town may be small, but it has all the shops and services we need, weapons, tools, there's even a peace officer to keep everyone safe" the water mage explained. "Neat, in my world there were intergalactic security officers to keep the peace between worlds, and I was a part of it" Ben said.

"A space cop, weird but cool" Syrup said "thanks" Ben replied, the fairy then turned her attention to a large gathering taking place. "What's going on?" She asked, Ben had sped over to listen in. Apparently a small team was going somewhere to look into some odd reports. He then sped back without being noticed, "nothing to worry about for you two" he said, then flinched remembering Syrup said that she was creating the aquafall defense force.

'Maybe I should've told her' he thought, they finally arrived at their destination, an inn called the crooked dragon tail. Syrup had flown off to who knows where, "here's the best place to get lunch" Leviathan said. "Actually the crooked dragon's tail is the only place that sells food around here".

"Hey where did Syrup go?" Ben looked around "huh guess she must've flown off" he said, then his stomach growled. "Oh yeah been in space with nothing but nasty space food, so that means I'm kinda hungry too, sorry" he apologized to Leviathan in advance.

When they entered the waitresses greeted them. "Hi welcome to the dragon tail" they said, Ben caught a whiff of the air and immediately his mouth started to water.

"Hey come on not in front of girls" he said trying to wipe his mouth clean with Snare-Oh's bandages. Handy to have a transformation that's powers double as toilet paper or tissues. "Hey there long time no see" the bar keep said to Leviathan, the water mage then asked about her brother.

She replied with a negative then was wondering why a parental would leave his little sister alone like that. Ben who had heard was also equally judgmental but decided to leave it at be since it didn't concern him.

He sat down next to Leviathan "sorry about that, had to uh, take care of something" Ben said wiping off the last bit of drool with a snare-oh bandage. The lady behind the bar smirked "so I see you went and got yourself a little boyfriend, and by the looks of it a pretty handsome one" she said that made both blush.

"What he's not my boyfriend"

"I just met her" 

The lady giggled, "relax I'm only teasing" she said, "but keep a tight reign on him or else someone might end up stealing him from you". Both were still blushing, "any way why don't I get you both some tea".

Once she brought it over Ben took in his in one gulp, the two had looked at him funny. "Sorry, hadn't had anything good to eat or drink for a few months, it looked so good I couldn't resist" he said. "Well glad to see a traveler likes our tea" the bar keep said, Ben scratched his head sheepishly.

"Anyway, why don't I get you two some pasta" she said, then Syrup arrived "yeah I like pasta, super sized please, let's start some off with some water fill me up bar keep" she said.

She powered down a large glass of water, "well at least now we found you" Ben retorted to the fairy. "Hey where did you run off to anyway?" Leviathan asked.

Just then three men walked in "I knew I'd find you, you're a slippery little bug aren't ya? Well fairy or not you're dead" one of them said. "What the heck did you do?" Ben asked slightly irked, "uh..." Syrup said a little scared.

"Excuse me Ulton, what are you doing..." she bar keep said until he cut her off. "Shut up, this ain't your business" he said, "or should I assume your taking sides with that foul mouthed fairy". Ben then intervened, the man had told a woman to shut up for no good reason, this had snapped his wig.

"Sir" he said walking up to them with a demonic aura "whether this is about a the fairy or not, you just threatened a woman. And let's just say" he then gave them a wicked death glare.

"I don't take to kindly to that" Ben then turned his arm into Heat Blast's and sparked it a little in front of the men's faces. "So you going to apologize or am I gonna have to wipe the floor with you?" He said. The three had went still then charged past him "avoid him at all cost its the fairy I want" he said.

Ben looked back and split into three "GET BACK HERE!!!" The three Bens said. During the whole chase the girls from earlier, the red girl and Jörmungandr were about to eat. That was until the three men had knocked over their food.

And that also included Leviathan's tea, then a large brawl nearly occurred, the bar keep was worried then yelled "IF YOU'RE GONNA FIGHT THEN DO IT OUTSIDE!!!" Ben had caught wind of what she said. "As you wish" he and his clones said as they re combined.

He grew Alien X's three pointed crest on his head and turned his arm into said celestialsapien's. he snapped his fingers then they were teleported outside, "hey what the!?" The men were baffled.

Ben then stepped in front of all of them "now you already saw what I'm capable of, now see what else I can do" he said. The shapeshifter full transformed into Omni and turned his left arm into Diamond head's and hit right into Atomix's. "prepare to feel power that's likes have never reached this universe" he said charging at them using XLR8's legs.

"What the hell, who or what is this guy" one of them said before Ben got him in the gut with a diamond fist while back handing the other with Atomix's hand. "How about I fire things up?" He he quipped before turning both hands into Heat blasts and blasted fire around him.

Then flew up on a flaming rock platform "oh no" "we're in way over our heads" he chased them and launched his platform next to the men. Which exploded into flaming rocks, "now how about you guys chill out" he said before turning his head into Arctiguana's.

"Hey what're you doing" Ulton asked before Ben blasted ice around their legs which formed over their bodies. "As I said I don't take kindly to men talking like that to women" he said before looking them straight in the eyes. With Eye Guy's eyes, "so if you don't wanna get pounded into the ground, Get your act together" he warned.

"We will we will just promise you won't kill us" they begged, "relax back where I'm from I used to be a hero, and once a hero always a hero. It's just I'm chivalrous" he then melted the ice, "but remember what I said" they ran away to terrified to mess with him.

"Woah, how" he heard a familiar voice behind him. Ben turned to see Jörmungandr and the red girl running up to him, "that was amazing" the tan girl exclaimed. "Yeah my name is Bahumut please tell me how you managed to use such powerful transformation magic" she begged.

The teen hero tried to make a break for it only to be grabbed by Jörmungandr. He confirmed that she had super human strength seeing that she was able to hold down him at Four Arm's Strength and muscle mass.

"You're not getting away" she said, "awe some on, can somebody help me, where's professor Paradox when you need him!?" Ben cried while at the same time being crushed.

Later on they were in a hill side, as it turned out one of Ben's attempts at escaping with Leviathan's help along with Bahumut and Jörmungandr's efforts to subdue him had accidentally wrecked the crooked dragon's tail.

He promised to repair it in the morning, "well that was something" he said. "I can't believe we completely destroyed her inn, poor Sedo how can I show my face in there again" Leviathan said, "not the first time that's happened to me" Ben said. 

"My beef bowl, everyone say that the dragon's tail's is the best but I didn't even get to taste it" Jörmungandr said depressed. "My flan, not just any flan but flan with ice cream" Bahumut moped. "to be honest I could've been worse, lucky the damage I did can be easily repaired by me" Ben said.

"I never got my pasta either, super sized pasta!!!" Syrup cried then their stomachs growled. And then they all gave a laugh, "I don't think we ever introduced ourselves, besides from Ben" Jörmungandr said.

"Hi my name is Jörmungandr", "I'm Bahumut" "and I'm Syrup the fairy" "and my name's Leviathan" Ben smiled. He may have lost his old world and family, but it seems he found a new one to call home. "As for me, my name is Ben Tennyson" he said.


	3. Chapter 2: guardian

Currently Ben is walking down the streets of Haruna, after promptly fixing the damage to Sedo's Inn. Which was under ten minutes, gotta love Clockwork's chronokinesis. He went to find the town resident sorcerer, who was also the leader in town. 

After flying to a large manor Ben had knocked on the door then two maids came out. They both had dog like ears on their heads, "uh hi, mind if I see the man of the house?" He asked. He had to admit the maid get up was rather attractive but decided to keep his mind out of the gutter.

Then tall man with black hair and short beard walked out "ah you must be Ben Tennyson right? I'm pleased to meet a strong warrior such as yourself" he said. "You must be the sorcerer I need to speak with aren't you pleased to meet you" Ben said shaking his hand.

Now they were walking through a garden with an elder man and two soldier girls. He had asked Ben to help with protecting Haruna if something major attacks. Of course the alien teen agreed so long as they forgive him for the mess at the Crooked Dragon's tail and keep the origin of his powers secret.

"Good to have you on our side" the sorcerer said then a little girl voice called him. Ben turned to the source o see Bahumut feeding Syrup countless amounts of cookies. "Oh you're Bahumut's father?" He asked the sorcerer, "yes... wait how do you know my daughter's name?" He asked Ben.

"Oh that mess at the inn, that was from trying to escape her and Jörmungundr when they were trying to get me to squeal about my powers" Ben explained. "Girls will be girls I guess" he added, "yes I suppose, anyway back into task..." his voice droned off.

Later on Ben is now walking to the newly repaired Crooked dragon's tail inn. "Welcome" the two waitresses greeted "hey Leviathan" Ben said waving. She wanted to make up for accidentally destroying the inn by working there even though Ben repaired it.

"Oh hello Ben, came to get something to eat" Leviathan asked, "yeah, still kinda hungry" he answered. He sat at the bar to talk with Sedo, that was until he heard a scream. When he turned he found that Leviathan had accidentally sprayed water in a woman's face with her magic when she was going to give a man a refill.

"Uh Leviathan, maybe you should have a little more practice with your powers" Ben advised, the dragon girl slumped over. "I know" she said, "maybe I can help" Ben said, then grew Gravattack's core and turned his brain into Brainstorm's. the combined powers allowed him to make a geyser burst from the barrel that had the water in it and easily refill the glasses that needed them.

Little to say everyone was impressed "amazing" Leviathan exclaimed. "It's nothing, just a little control over gravity along with some telekinesis" Ben said waving his hand. "Maybe you can show me a trick or two" she asked "well let's start with a basic in hydro kinetic power. Try making a water tendril rise out... slowly" Ben instructed, Leviathan did as told and a small stream of water rose from the barrel.

"Okay that's good, now what I did but slowly" Ben instructed again, Leviathan then made the water go into everyone's glasses at a slower pace.

Later on he taught her other tricks that water powers can do. One included having her wear a cup filled with water on her back and have multiple tentacles of water rise out from it and hold plates to help her wait tables.

Later on they were walking down the street and ran into Jörmungundr. "Hey guys" she greeted, "afternoon" Ben greeted back, then the next thing anybody knew Syrup flew by them. "Oh hey Syrup, why the rush?" Ben asked, "oh good you three were just who I was looking for, hurry we need to help Bahumut" she exclaimed.

"WHAT!?"

They fallowed Syrup until they found said fire mage stuck in a muddy bog. "Oh god what happened? Never mind quick I need some help" Ben said then threw some Snare Oh bandaged at her.

"Leviathan, I need you to tap into the water in the bog to help Bahumut rise. Jörmungundr, I need you to help me pull her out" Ben said. Leviathan pointed her spear to the mud and it started bubbling while Jörmungundr grabbed onto the bandages and pulled. "Wow these things are strong" she commented, "wait I have an idea, top some bandages onto that tree" she said pointing to one.

Ben had looped a few around a tree like a pulley and Jörmungundr tied them to her ax. "Okay. Maybe this'll help" she said throwing her ax into the bog which pulled Ben towards the tree and managed to drag Bahumut out a little. "Nice idea, using your ax as a counter weight" Ben said after the fire mage was completely free.

"Oh my that was a close one, are you okay Bahumut?" Syrup asked, the dragon girl only coughed up some mud in response. After that a loud roar was heard and the mud was shot up from the bog. Little to say it knocked them all back and had some how managed to knock Leviathan's and Jörmungundr's clothes off, leaving them in dragon scale looking undergarments.

"Well, that was weird" Ben commented from being in a tree covered in mud. "Uh guys" he said pointing to a large dragon like creature that's head rose from the bog. "Uh... sorry mister dragon, we didn't mean any harm, we were only trying to get Bahumut out of he bog that's all" Ben tried to say.

Then Syrup glowed green "okay now, you see this fairy here, she can read my mind and junk she she'll be my interpreter stuff" she said obviously reading the dragon's mind. "Are you sure you're reading his mind correctly Syrup?" Ben asked, "yeah because Something tells me he isn't to happy with your performance" Leviathan added.

The dragon growled in agreement, "anyway here's the deal, I go by the name Yurlungur, I was just taking a nap in this here bog, then next thing I knew something fell in my mouth, and whatever it was has unfortunately made my stomach feel most uncomfortable" the dragon said.

Ben and the rest then thought until Jörmungundr spoke up "wow dose that mean mean you swallowed my ax whole?" She asked. Yurlungur then looked to her "I had a feeling you's Four had something to do with my stomach ache, in that case, I'm gonna need you all to go inside me and fish the thing out immediately" he said. Well More like Syrup interpreted.

"Huh?" The tan girl had a worried yet confused face, "that's right you heard me, and another thing, you two in the bathing suits" the dragon then turned around and blushed. "I would appreciate it if you had put something more decent on" Syrup interpreted.

Leviathan and Jörmungundr looked at themselves then covered their chests, Ben had wasn't even aware of it until Yurlungur mentioned it, then turned around blushing. "Didn't see anything I promise" he yelped trying to avoid eye contact.

While the two were putting their clothes back on he had washed off Bahumut with Water Hazard's hydro Cannon palms. The whole time they were arguing about the whole situation, Ben had decided to go in alone. Leviathan and Jörmungundr joined him to be extra back up, Bahumut fallowed not wanting to be alone in the bog.

"Wow your mouth is real clean, and this isn't the first time I've been in a monster's mouth, once inside a Krakken and another inside a giant crocodile" Ben said. "Oh Yurlungur's trying to say something" Syrup said, "well what's he saying?", the fairy then glowed green.

"Yes you Four are tasty indeed" the four then tried to get his mouth open to escape "WAIT I SEC I WAS ONLY JOKING!!!" The fairy shouted. "Your awful" they scolded, "honestly how could you" Bahumut said. "Oh come on it wasn't that bad" Syrup replied "easy for you" the red dragon then bumped into Yurlungur's Uvula.

"Huh, what's this?" She asked, "whoa it's a super huge sac thing" Jörmungundr said. "Sac" Bahumut then covered her mouth when she said the word, "op I wouldn't touch that it controls his gag reflex, one wrong move and he'll throw up" Ben warned.

"From up close, it's kinda cute" Leviathan said, Ben heard the dragon make some sort of noise that hinted embarrassment. They walked further to spot two paths, "ones got to lead to the stomach, the other is most likely the lungs" Ben said. "Which one is which?" Jörmungundr asked, Ben wrapped a vine on one of Yurlungur's flabs. "I'll go down and check" he said as he went down the one on the bottom.

"See anything yet?" Bahumut asked, Leviathan tried to lean in closer only to accidentally make the vine lose grip and drag the three down and fall on Ben. "Ow" he groaned, "now look at what you did!" The fire mage yelled when the water mage sulked "I suck" she said.

"Hey girls check this out" Ben called, then they saw a large organ glowing bright blue.

"Oh it's so beautiful, what is it?" Leviathan asked. "Yurlungur is saying beats me" Syrup said, "my guess those are his lungs, come on the top path leads to the stomach" Ben said as they climbed out. "Hey no one look up my skirt" Bahumut said, "I'm Kinda leading us so no need to tell me" Ben said since he can't see.

"Oh too late I saw everything" Leviathan said nonchalantly, Bahumut blushed with embarrassment.

Once they were out Ben lead them down the top path. His time he had them go down first while he tied a bandage to Yurlungur's tooth. Once they were finally down they immediately went to search for Jörmungundr's ax.

"I'm sure it's around here somewhere"

Ben said, "man I'm Hungry" Jörmungundr said clutching her stomach. "I haven't eaten since we blew up that cafe", "seriously?" Leviathan inquired. "Me too me too" Syrup said, "I say we Rip out a piece and grill it up" the tan girl said lightly tapping the dragon's insides.

Outside Yurlungur flinched when he heard that, "Ew that's gross I'm not eating guts let's find a better spot of him to tear out of" Bahumut said. "I'd rather not for Yurlungur's well being" Ben said, "what don't tell me you didn't know, guts are way tasty, once you get the coals to the right Heat they get nice and crispy. The fats start popping and it tastes amazing" Jörmungundr described.

"Wow, that's sounds tasty" Bahumut said "my mouth is watering" Leviathan added. "As hungry as I may be I am still against this" Ben said as his mouth was literally drooling like crazy. "I don't think he'll be missing a little part of his guts" Jörmungundr said, "I'll get a fire started" Bahumut added.

The next thing any of them knew a pear like fruit fell on the fire mage's head. And several more fruits fell to them "hey what's going on?" Leviathan asked, "oh I think Yurlungur swallowed those for us just now, I don't think he wanted you to rip us his innards apart" Syrup explained. "Smart dragon, but let's be cautious and not ask him to eat anything like a beef bowl or anything along those lines" Ben said.

"He may end up flying into town and try to get food from the dragon's tail, and by get food I mean he might smash his head through the front door and eat the foods we ask for" He added.

Outside the beast, the creature itself had heard Ben, that's what it was about to do, then heard Leviathan say "okay point taken I guess these will do" she said. "Yeah plus I don't think my dad will be to happy about hearing a dragon busting through the inn" Bahumut added. "And I don't think Sedo will be to keen on the idea also" The aforementioned water mage said.

The large dragon had thanked Ben for what he had said and flew back to the bog. Now done eating the four explored more of the Dragon, they hadn't found Jörmungundr's ax yet.

"This is taking forever" Bahumut said, "just be patient, it is a virtue after all" Ben said. They had looked around a stalagmite to hear a slight buzzing sound. "Uh, does anyone hear that?" Leviathan asked, they looked above to see thousands of the bug things from last chapter latching onto Yurlungur's stomach.

"Hey what are those Trips doing here!?" Syrup yelped, the shapeshifter had gotten a better look to see them parasitically sucking the nutrients from the poor dragon. "They're sucking out his nutrients, like parasites" Ben yelled, "what that's cruel, taking someone's food when its in their own stomach" Jörmungundr shouted.

"Who else do we know who did that?" Syrup asked "not the time fairy" Ben said. The Trips noticed the four and flew towards them, Bahumut attempted to hit them using fire balls but had missed a few and struck Yurlungur's stomach walls. "My stomach isn't feeling so good" Syrup interpreted for the dragon.

"Bahumut knock it off, if you keep doing that then Yurlungur is in danger" Leviathan yelled "have a better idea?" The fire mage asked.

"I do" Ben said turning into Omni running around and striking every one of those bugs he can find. "Take this!!!! KING'S INFERNO!!!!!!!" The teen had unleashed a violent torrent of fire which managed to avoid hitting the stomach walls and successfully got a large number of Trips.

Leviathan helped out remembering the cup she had was still on her back and was sealed tight "okay her it goes" she said taking the lid off and getting her spear out. What happened next was mesmerizing, She had transformed into her enhanced form Ben saw her in when he arrived here.

But when Ben wasn't paying attention to himself, the Omnitrix had actually somehow scanned Leviathan's transformation sequence. And had made Ben do the same exact thing, he gained his own enhanced form similar to Leviathan's.

"Woah, don't remember ever doing that before" he commented on his new form. "I thought only women can do that, how did you manage it!?" Bahumut asked, Ben was about to answer when the Trips came flying towards him.

He raised his hands and ferocious winds were hurled in that direction, this had turned into thin winds and managed to slice through the bugs. "But I can get used to it" he said smirking then saw numerous water blasts strike more of the bugs.

Leviathan had been blasting as he was blowing them away, she had gotten all of them. "Wow fast work" Jörmungundr commented "is there any other kind?" Ben asked. Then a larger Trip fell from The ceiling "uh Leviathan, you up for a combo breaker?" He asked.

"Uh sure" she replied, the two had stood together and formed a fighting stance. "Behold the power of the life giving water!!!!" They both changed and sent a wave of water to it. Which had managed to slice it in half, and out fell Jörmungundr's ax.

"Hey my Ax" she said running over to it, "guess he did swallow it" Bahumut inquired. The delivery girl touches it and as it turned out the weapon was covered in big guts. Then the other three backed away, "don't even come near us" Bahumut said.

"No offense" Ben called out.

They were now outside the creature, it had thanked them for relieving him of the bug things. He hadn't felt better in years and had told them to call him for help whenever they're in trouble. Aside from Leviathan who had been given the permission to call on him whenever she likes as with Ben.

He was actually a fan of his despite being from a different dimension. As for Jörmungundr's ax problem, she was forced to clean it off herself.


End file.
